EXHIBIT 10.1
INCREMENTAL TERM LOAN AMENDMENT, dated as of November 27, 2006 (this
"Incremental Term Loan Amendment"), to the CREDIT AGREEMENT, dated as of June
13, 2006 (as amended, supplemented or otherwise modified, the "Credit
Agreement"), among VISTEON CORPORATION (the "Company"), the several banks and
other financial institutions or entities from time to time parties to the Credit
Agreement (the "Lenders"), CITICORP USA, INC., as syndication agent (in such
capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the "Administrative Agent"), and X.X. XXXXXX SECURITIES
INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint
bookrunners (in such capacities, the "Joint Lead Arrangers").
WITNESSETH:
WHEREAS, the Company, the Lenders, the Administrative Agent, the
Syndication Agent and the Joint Lead Arrangers are parties to the Credit
Agreement;
WHEREAS, Section 2.17 of the Credit Agreement provides that the Company and
the Administrative Agent may amend the Credit Agreement to provide for an
increase in the size of the Term Loans (as defined in the Credit Agreement) with
the consent of the Lenders (which may be new Lenders) providing such additional
term loans, subject to the limitations and restrictions therein;
WHEREAS, the Company desires to increase the size of the Term Loans under
the Credit Agreement in an aggregate amount of up to $200,000,000, and the
Administrative Agent and the Lenders party hereto are willing to enter into this
Incremental Term Loan Amendment to provide for such additional term loans; and
WHEREAS, the Lenders (including the new Lenders) parties to this
Incremental Term Loan Amendment are willing to commit to make, and to make,
additional term loans under the Credit Agreement in the respective principal
amounts set forth opposite such Lender's name on Schedule I to this Incremental
Term Loan Amendment;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in consideration of the premises contained
herein, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. ADDITIONAL TERM LOAN COMMITMENTS. Subject to the terms and
conditions of the Credit Agreement and this Incremental Term Loan Amendment,
each Lender (including each new Lender) party hereto severally agrees to make a
term loan (an "Incremental Term Loan") to the Company in a single drawing on the
Incremental Term Loan Effective Date (as defined below) in the amount set forth
opposite the name of such Lender on Schedule I to this Incremental Term Loan
Amendment (the "Incremental Term Loan Commitment"). The Incremental Term Loans
shall be deemed "Term Loans" under the Credit Agreement and the
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Incremental Term Loan Commitments shall be deemed "Term Commitments" under the
Credit Agreement and in each case shall be subject to the terms and conditions
set forth therein.
SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS INCREMENTAL TERM LOAN
AMENDMENT. This Incremental Term Loan Amendment shall become effective on the
date (the "Incremental Term Loan Effective Date") on which the following
conditions precedent shall have been satisfied (or waived):
(a) First Amendment to Credit Agreement. The Administrative Agent shall
have received counterparts of this Incremental Term Loan Amendment, duly
executed and delivered by the Company and each of the Lenders making Incremental
Term Loans as of the Incremental Term Loan Effective Date.
(b) Fees. All expenses required to be paid to the Administrative Agent on
or before the Incremental Term Loan Effective Date for which invoices have been
presented shall have been paid.
(c) Officer's Certificate. The Administrative Agent shall have received a
certificate from the Chief Financial Officer of the Company that after giving
effect to the transactions contemplated herein the conditions set forth in
paragraphs (q) and (r) of Section 4 of the Credit Agreement are satisfied (it
being understood that with respect to the condition set forth in paragraph (q)
of Section 4, for purposes of this Amendment (i) representations and warranties
which relate to an earlier date shall be true and accurate in all material
respects on and as of such earlier date, (ii) the representation made in the
last sentence of Section 3.1(b) shall not be made as of the date hereof and
(iii) the representation made in Section 3.2 shall refer to "September 30, 2006"
instead of "December 31, 2005").
SECTION 4. PAYMENT OF EXPENSES. Subject to Section 9.5 of the Credit
Agreement, the Company agrees to pay or reimburse the Administrative Agent for
all of its reasonable documented out-of-pocket costs and expenses incurred in
connection with this Incremental Term Loan Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable documented fees and disbursements
of one counsel to the Administrative Agent.
SECTION 5. CONTINUING EFFECT OF THE CREDIT AGREEMENT. This Incremental Term
Loan Amendment shall not constitute an amendment or waiver of any provision of
the Credit Agreement not expressly referred to herein and shall not be construed
as an amendment, waiver or consent to any further or future action on the part
of the Loan Parties that would require an amendment, waiver or consent of the
Lenders or Administrative Agent. Except as expressly amended hereby, the
provisions of the Credit Agreement are and shall remain in full force and
effect. Any reference to the "Agreement" in the Loan Documents or any related
documents shall be deemed to be a reference to the Credit Agreement as amended
by this Incremental Term Loan Amendment.
SECTION 6. COUNTERPARTS. This Incremental Term Loan Amendment may be
executed by one or more of the parties hereto on any number of separate
counterparts (including
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by facsimile or PDF delivered by electronic mail), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
SECTION 7. SEVERABILITY. Any provision of this Incremental Term Loan
Amendment which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
SECTION 8. INTEGRATION. This Incremental Term Loan Amendment and the other
Loan Documents represent the agreement of the Loan Parties, the Administrative
Agent and the Lenders with respect to the subject matter hereof, and there are
no promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.
SECTION 9. GOVERNING LAW. THIS INCREMENTAL TERM LOAN AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS INCREMENTAL TERM LOAN AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Incremental Term
Loan Amendment to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.
VISTEON CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Treasurer
JPMORGAN CHASE BANK, N.A. as
Administrative Agent
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
CITICORP USA, INC., as Syndication Agent
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Director
JPMORGAN CHASE BANK, N.A., as a Lender
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
